In determining the values of L and M, all calculations and resulting values will
be expressed as a decimal rounded to the nearest ten-thousand, where rounding of
the fourth digit will be increased to the next higher digit when the 5th digit
is equal to 5 or more. The values released by the Bureau of Labor Statistics and
available 30 days prior to the month of the Scheduled Delivery Date for each
Aircraft will be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Escalation Adjustment at the time of Delivery. The values will
be considered final and no further adjustments will be made after Aircraft
Delivery for any subsequent changes, revisions or corrections to published Index
values.

----------
\*This is the July 2004 Adjustment Factor assuming escalation from a July 1995
base.

 156


 SCHEDULE 8

 FORM OF LEASE SUPPLEMENT NO. 1

 THIS LEASE AGREEMENT SUPPLEMENT NO. 1 (this "Lease Supplement No. 1") is
entered into on the \_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_, 2005 between Wells Fargo Bank
Northwest, N.A., not in its individual capacity, but solely as trustee under the
Trust Agreement ("Lessor"); and Compania Panamena de Aviacion, S.A., a
corporation organized under the laws of The Republic of Panama, with its
principal place of business at Avenida Justo Arosemena y Calle 39, Apartado
1572, Panama 1, Republic of Panama ("Lessee").

 RECITALS: